Terms and Conditions

This Agreement describes the terms and conditions of doing business with Virtual Chip Exchange Europe GmbH, a company registered in Germany and 100% subsidiary of Echange Virtuel de Puces VCE Inc. (a company registered in Canada), whether that business is conducted online or offline. Your further use of this website represents your explicit acceptance of this Agreement.

This business includes but is not limited to website membership, your use of this website, and any commercial transaction of buying or selling electronic components which is entered into with Virtual Chip Exchange Europe GmbH, whether that business is conducted online or offline.

Virtual Chip Exchange Europe GmbH is in this agreement herafter referred to as "VCE" and/or "Virtual Chip Exchange". It shall be understood that the company Echange Virtuel de Puces VCE Inc. and Virtual Chip Exchange Europe GmbH each enter into their own business transactions exclusive of the other. For clarity, entering into a business transaction with Virtual Chip Exchange Europe GmbH is not a transaction with Echange Virtuel de Puces VCE Inc.

This Agreement may be amended at any time by posting the amended terms on this website. This Agreement may not be otherwise amended except in writing.

This website is intended to support, and as such is intended for the sole use of members and customers of Virtual Chip Exchange Europe GmbH. It is explicitly noted that all transactions – whether online or offline – are subject to the terms and conditions as posted here. Any additional terms, above and beyond those posted here, must be agreed upon in writing prior to entering into any business transaction.

BY TRANSACTING BUSINESS WITH VIRTUAL CHIP EXCHANGE EUROPE GmbH, YOU AGREE TO THE TERMS AND CONDITIONS AS PUBLISHED HERE.​LAST AMENDED ON 9 May, 2017.

1. Eligibility.

Any services offered by VCE are available only to companies who can form legally binding contracts under applicable law. If you do not qualify, you can not use the services offered by VCE. VCE may refuse all or part of its services to anyone at any time in its sole discretion.

2. You as a Buyer.

(a) Terms.

As a buyer, if your offer to buy a stated quantity of a specified item for the stated price is accepted by Virtual Chip Exchange, then you will be obligated to complete the transaction, subject only to the conditions stated in this Agreement, and/or any supplemental purchasing Agreement which might be offered when selling products from the open market. Your offer to buy the stated item shall continue to be outstanding until the offer is modified or retracted by you. Such modifications or retractions can not be made after Virtual Chip Exchange has accepted your offer to buy. Virtual Chip Exchange shall have ten (10) business days after accepting your offer to confirm the availability of the item you have ordered. Virtual Chip Exchange will notify you of the availability of such item within such period. If there is availability, you must complete the transaction. Virtual Chip Exchange at that time will advise you of the estimated ship date for the item. You may not delay or cancel any shipment date after Virtual Chip Exchange notifies you of the availability of the item. If there is no availability, or the available quantity is ten percent (10%) less than your offer to buy, you have an option to either accept the lesser quantity or cancel the contract.

If you have an approved credit account on file with Virtual Chip Exchange, payment of the agreed purchase price will be due upon your receipt of the item (by bank wire transfer). If you do not have an approved credit account on file with Virtual Chip Exchange, payment terms for the agreed purchase price will be by bank wire transfer in advance of shipment. Virtual Chip Exchange's prices do not include any taxes, freight, handling, duty (for export or otherwise) or other similar charges, payment of which you will be solely responsible. Freight charges may be constructed on the basis of standard carrier tariffs and may not reflect actual transportation costs. Virtual Chip Exchange reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment or order by reason of your creditworthiness or should you fail to fulfill any obligation when due.

In the absence of prior agreement as to shipping, Virtual Chip Exchange will select the carrier. Virtual Chip Exchange's responsibility for any loss or damage ends, and title passes, when Virtual Chip Exchange delivers the items to the carrier, to you, or to your agent, whichever occurs first.

Virtual Chip Exchange will not be liable for any failure or delay in its performance or in the delivery or shipment of any items, or for any damages suffered by you by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with Virtual Chip Exchange's supplier's failure to provide, or delay in providing, such items to Virtual Chip Exchange, any fire, flood, accident, riot, earthquake, severe weather, war, governmental interference or embargo, strike, shortage of labor, key personnel, fuel, power, materials or supplies or any other cause or causes beyond Virtual Chip Exchange's reasonable control.

(b) Returns.

You may return to Virtual Chip Exchange any item you purchased which is found to be either non-conforming or non-functional, provided that (i) you obtain a return material authorization from Virtual Chip Exchange prior to returning the purchased item, (ii) you provide an acceptable test report detailing the non-conformance or non-functionality of the goods, and (iii) the purchased item is returned within five (5) days of the date you receive the items from Virtual Chip Exchange. The returned item must be in the same condition and inner packaging in which it was shipped to you. Virtual Chip Exchange's decision regarding the acceptance of the test report and condition of the returned items will be final. Return material authorization and instructions may be obtained by emailing your request to info (at) VirtualChip.com. Virtual Chip Exchange will have no responsibility for any return sent without an authorization, or for any return which is not actually received by VCE. You will pay, or refund the amount of, all freight and shipping charges for any returned items. If you don't return the items or notify us of any problem (such as non-conformity, non-functionality or incorrect manufacturer, quantities, date codes or part numbers) within five (5) days of the date you receive the items from Virtual Chip Exchange, you will be deemed to have accepted the item. If the purchased item is properly returned, the purchase price will be refunded or credited, at Virtual Chip Exchange's sole option. This shall be your sole and exclusive remedy for any breach of any warranty provided in this Agreement.

(c) Disclaimer.

EXCEPT AS SET FORTH IN THIS AGREEMENT, ALL ITEMS ARE SOLD IN THEIR "AS IS" CONDITION AND ARE BEING TRANSFERRED TO YOU WITHOUT ANY REPRESENTATION WHATSOEVER AS TO THEIR QUALITY OR FUNCTIONALITY. VIRTUAL CHIP EXCHANGE HAS NOT INSPECTED AND/OR TESTED THEM FOR QUALITY. YOU UNDERSTAND THAT VIRTUAL CHIP EXCHANGE HAS DISCLAIMED ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING ANY WARRANTY REGARDING COMPLIANCE WITH THE EU'S ROHS (Restriction of Hazardous Substances) DIRECTIVES, NON-INFRINGEMENT, AND OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE. YOU FURTHER UNDERSTAND THAT VIRTUAL CHIP EXCHANGE SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ACTUAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, LOST BUSINESS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES IN CONNECTION WITH ITEMS YOU PURCHASE.

(d) Export Regulations.

Any or all products may be subject to export or resale restriction or regulation, and customer acknowledges that it will comply with such regulations or restrictions. Any or all products may have been imported. Country of origin information is as provided to Virtual Chip Exchange by its suppliers and is, where applicable, located on the products themselves to the supplier's innermost packaging there of.

3. You as a Seller.

(a) Terms.

As a seller, if your offer to sell a stated quantity of a specified item for the stated price is accepted by Virtual Chip Exchange, then you will be obligated to complete the transaction. Your offer to sell the stated item shall continue to be outstanding until the offer is modified or retracted by you. Such modifications or retractions can not be made after Virtual Chip Exchange has accepted your offer to sell; acceptance which shall be made by the issuance of a written Purchase Order on VCE letterhead. Upon receiving the notice of acceptance by Virtual Chip Exchange of your offer to sell, you must ship such item to Virtual Chip Exchange's designated facility within one (1) business day of receiving such notice.

Virtual Chip Exchange will pay you the agreed purchase price for the items bought within 30 days of Virtual Chip Exchange's receipt of such item. Unless otherwise agreed, Virtual Chip Exchange will pay any applicable German import taxes relating to its purchase of your item. You will be solely responsible for any other taxes, freight, handling, duty (for export or otherwise) or other similar charges. Virtual Chip Exchange reserves the right to modify terms or delay or cancel any shipment or order should you fail to fulfill any obligation when due.

In the absence of prior agreement as to shipping, Virtual Chip Exchange will select the carrier. Virtual Chip Exchange's responsibility for any loss or damage begins, and title passes, only upon Virtual Chip Exchange's receipt of the item at the facility designated by Virtual Chip Exchange.

As a seller, you represent and warrant that:

a) you have good clean title without any encumbrances for each item;b) each item has been paid in full by you;c) you are the original purchaser or manufacturer of each item;d) you originally purchased each item for your own manufacturing needs (i.e. not for resale) directly from the manufacturer or an authorized distributor;e) each item has been handled and stored in accordance with accepted industry practices;f) the date codes of each item you list for sale are accurate;g) you are not aware of any item being defective or nonconforming to manufacturer's published specifications; andh) the items being offered for sale are new and unused and in their original smallest unit packaging (no opened, broken or partial tubes, rails or reels).

The listing for sale of any used, remarked, counterfeit, programmed or otherwise functionally tested goods on this website is strictly prohibited.

(b) Returns.

Within thirty (30) days after your shipment is received by Virtual Chip Exchange, Virtual Chip Exchange may return any item which is found to be non-conforming, non-functional or in breach of your representations and warranties in this Agreement. If any item is returned, you will immediately refund the full purchase price to Virtual Chip Exchange.

4. Remedies.

Without limiting any other remedies available at law or in equity, Virtual Chip Exchange may suspend or terminate your account if you are found (by conviction, settlement, or otherwise) to have engaged in fraudulent activity in connection with this website or if you breach any provisions.

5. Representation.

You represent and warrant and covenant that you are authorized to and have the right to enter into this Agreement and that you neither have made nor will make any contractual or other commitment which would conflict with your performance under this Agreement. Any of the items Virtual Chip Exchange buys or sells may be subject to export or resale restriction or regulation under the laws of the United States of America, and by making an offer to buy from, or sell to, Virtual Chip Exchange any item you acknowledge that you are complying with these laws and will continue to do so. You acknowledge that the use or export of technology or software contained in any item may be restricted by the manufacturer or licensor of such item, technology or software, or by applicable law or regulation, and you agree to comply with all such restrictions. Virtual Chip Exchange's ability to complete any transaction is subject to your compliance with applicable law, including but not limited to U.S.A. laws and regulations governing the export of goods and technology. The items sold by Virtual Chip Exchange are not intended for, and by making an offer to buy them you promise that they will not be used in, life support systems, human implantation, aviation or space level products, military products, nuclear facilities or systems or any other application where product failure could lead to loss of life or catastrophic property damage. If you break this promise, you agree that you will pay for any loss, cost or damage which may result to Virtual Chip Exchange.

6. Indemnification.

You hereby agree to release, indemnify, defend and hold harmless Virtual Chip Exchange – specifically but not limited to Virtual Chip Exchange Europe GmbH and its parent company Echange Virtuel de Puces VCE Inc. - its officers, directors, partners, agents, employees, successors, assignees, and any owned, controlled and/or affiliated parent or subsidiary, company or corporation now existing or hereafter constituted, from and against any and all claims, suits, actions, losses, liabilities, damages and costs, including, but not limited to, litigation costs, expenses (including but not limited to litigation costs and expenses and reasonable attorneys' fees) arising out of or which may result from: (i) any breach by you of any representation, warranty, covenant, or term of this Agreement; or (ii) any act or omission by you, your officers, directors, employees or agents in any way related to this Agreement; or (iii) any failure by you to comply with any applicable law, rule, order, decree or regulation; or (iv) any claim for product liability, property damage and/or personal injury, including death, arising out of or relating to your performance under this agreement.

7. Term.

This Agreement is effective upon your registration or indication of intent to do business with VCE, whichever comes first (this intent may be indicated by, but not limited to, contacting VCE via phone, email, or by accessing the website www.VirtualChip.com). This Agreement will continue until either party terminates the Agreement. Upon written notice to Virtual Chip Exchange, you may terminate this Agreement for any reason upon one (1) business day's notice. You agree that Virtual Chip Exchange, in its sole discretion, will have the right to terminate your access to this website at any time, for any reason, and that Virtual Chip Exchange shall not be obligated to disclose such reason to you. Termination of your access to this website is sufficient notice of termination of this Agreement.

8. Access.

This Agreement is not a transfer or a license of any of Virtual Chip Exchange's rights. By accessing this website, you expressly acknowledge acceptance of the terms of this Agreement. Unauthorized access to this website is expressly forbidden. This website is protected under copyright laws. Any reproduction or distribution of this website's information (including both text and images) by, for, or to any third party, is expressly forbidden.

9. Information.

The information you input into this website or otherwise provide to VCE, including any information you provide to Virtual Chip Exchange during an inquiry, membership registration, making an offer to buy or listing items for sale shall be accurate and truthful. Virtual Chip Exchange and its service partners will use the information you supply for the sole purpose of doing business with your company. Virtual Chip Exchange enters into partnerships with outside companies that provide services; as just an example freight services, or to obtain a credit report. Available product information may also be anonymously shared with third parties. When third parties retain, share, store or utilize data, they do so for the sole purpose of supporting business transactions with your company. By entering into this agreement, you agree that VCE may contact you about future business, and may include your contact data in our permission-based marketing campaigns. These campaigns may include bulk-email mailings. You may opt out of our bulk-email mailings at any time, either by clicking on “unsubscribe” in a bulk-email, or contacting us directly with your request.

10. System Integrity.

You may not use any device, software or routine to interfere or attempt to interfere with the proper working of this website. You may not disclose or share details of your membership, including if applicable, your Username or Password to any third parties or use your Username or Password for any unauthorized purpose. Furthermore, you may not make an offer to sell or buy on this website on behalf of a third party.

11. Breach.

If you breach this Agreement or if Virtual Chip Exchange is unable to verify or authenticate any information you provide to us, Virtual Chip Exchange may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership, or terminate any of your current offers to buy or listings for sale.

12. General Compliance with Laws.

You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service and your purchase and sale of items.

13. Confidential Disclosure.

You understand and agree that information disclosed through this website includes trade secrets and proprietary information belonging to Virtual Chip Exchange. You agree not to copy or disclose to third parties, in whole or in part, any portion of the information and software. You also agree that all Usernames and Passwords supplied to you are non-transferable and may only be used by parties registered under those Usernames and Passwords. The provisions of this Confidential Disclosure section shall survive the termination of this Agreement.

14. No Agency.

You and Virtual Chip Exchange are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

15. Notices.

Except as explicitly stated otherwise, any notices shall be given by email to info (at) VirtualChip.com (in the case of Virtual Chip Exchange) or to the email address you provide to Virtual Chip Exchange during the registration or transaction process (in your case), or such other address as the party shall specify. Notice shall be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. Alternatively, either party may give the other party notice by certified mail, postage prepaid and return receipt requested, to Leopoldstrasse 32, D-80802 Munich, German, Attention: CEO (in the case of Virtual Chip Exchange) and the address provided to Virtual Chip Exchange during the registration or transaction process (in your case). In such case, notice shall be deemed given 3 days after the date of mailing.

16. Supplemental Purchasing Agreement for parts from the Open Market.

VCE’s business objective is to obtain all products from fully-traceable sources. In every case, we wish to inform our customers about the traceability of products we offer. In the case of obsolete and some hard-to-find components, we can not always procure these parts with full-traceability and must turn to the open market for product. Accordingly, for all offers of product from the open market we offer a Supplemental Purchasing Agreement, available either in English or in German, which defines the additional testing steps and terms under which we can offer parts from non-traceable ‘open market’ sources:

BUYER has been informed that the parts being offered originate in the open market and agrees to electrically test the product for functionality per the manufacturer’s datasheet prior to use in any end-user equipment, and to share these test results with VCE within 30 calendar days. In the case of any failure, all rejected parts will be returned immediately to VCE with a copy of the functional test report. VCE will pay the freight to return the parts.

The limit of our guarantee for any parts purchased is to replace those parts found to be defective within 30 calendar days with like parts, when available, or to refund the actual purchase price paid for the parts. There can be no replacement or refund after 30 days. VCE can not accept any product, rework, testing or any other costs associated with this transaction.

BUYER agrees to hold Virtual Chip Exchange and its related companies harmless in these transactions and hereby releases VCE from any and all liability and/or damage claims which might result from the purchase or use of the aforementioned parts.

This document is supplemental to the terms and conditions of VCE, which apply exclusively to all transactions, and which can be read on our website www.virtualchip.com. Upon request, a copy can be sent to you by mail.

17. Governing Law.

This Agreement shall in all respects be governed by and construed in accordance with the laws of Germany, and the place of jurisdiction for all legal matters shall be Munich, Germany. The prevailing party in any legal action or proceeding to enforce this Agreement shall be entitled to recover from the non-prevailing party its reasonable attorney's fees, and related costs and disbursements, incurred in connection with such proceeding or the enforcement of this Agreement. Each party irrevocably agrees to waive its rights to trial by jury in any action or proceeding arising out of or relating to this Agreement or the transactions relating to its subject matter. The parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this contract.

18. General.

Virtual Chip Exchange does not guarantee continuous, uninterrupted or secure access to our services, and operation of this website may be interfered with by numerous factors outside of Virtual Chip Exchange's control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The failure of a party to insist upon the performance of any provision of this Agreement or to exercise any right or privilege granted that party shall not be construed as waiving any such provision and the same shall continue in force. This Agreement shall be binding upon and inure solely to the benefit of each of the parties, and no other persons or entities shall be beneficiaries here-under or have any rights to enforce any part of this Agreement. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter here of.

19. Severability.

If any term of this Agreement is, or shall become, to any extent invalid, illegal, or incapable of being enforced, such term shall be excluded to the extent of such invalidity, illegality, or unenforceability; all other terms hereof shall remain in full force and effect. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith with the stated objective of reaching enforceable terms which fulfill the spirit and same economic impact of the original unenforceable terms. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

20. Force majeure.

Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement that result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.